Tenable officer sells shares to cover RSU taxes

Anschutz Barron, Principal Accounting Officer of Tenable Holdings, Inc., exercised restricted stock units into 3,985 shares of common stock on August 22 and 25, 2025.

Rhea-AI Filing Summary

Anschutz Barron, Principal Accounting Officer of Tenable Holdings, Inc., exercised restricted stock units into 3,985 shares of common stock on August 22 and 25, 2025. To cover tax withholding from these vestings, 1,261 shares were automatically sold at $30.25 per share in a sell-to-cover transaction that was not discretionary. After these events, Barron holds 61,035 shares of common stock and 23,382 restricted stock units directly.

Insights

Securities Insider Analyst

TL;DR: Routine executive RSU vesting with an automated sell-to-cover for tax obligations; no discretionary insider sale indicated.

The Form 4 documents standard compensation-related equity activity: multiple RSU vestings that converted into common stock and an automated sale of 1,261 shares at $30.25 to satisfy tax withholding. The reporting person is the Principal Accounting Officer, and the ownership entries are direct. This disclosure does not indicate voluntary liquidation of holdings or any change in control. For investors, this is a routine insider reporting of compensation vesting and associated tax-related share withholding.

Corporate Governance Specialist

TL;DR: Governance-wise this is a routine, compliant filing showing granted RSUs vesting and a procedural sell-to-cover.

The filing explains the sale was automatic to cover tax withholding on vested RSUs, consistent with typical equity compensation practices. Vesting schedules referenced (25% initial tranche with remaining quarterly vesting over three years) are disclosed. The filing is informational and indicates no unexpected insider behavior or governance red flags. Reporting appears timely and includes explanation for the disposition.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Anschutz Barron

Role Insider

Sold 1,261 shs ($38K)

Approx. gross sale proceeds $38K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,390	$0.00	$0.00
Sale	Common Stock	1,261	$30.25	$38K
Exercise	Common Stock	1,390	$0.00	$0.00
Exercise	Restricted Stock Units	1,337	$0.00	$0.00
Exercise	Restricted Stock Units	1,258	$0.00	$0.00
Exercise	Common Stock	1,337	$0.00	$0.00
Exercise	Common Stock	1,258	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 23,382 contracts (Direct); Common Stock — 61,035 shares (Direct)

Footnotes (5)

1. F1. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
2. F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.
3. F3. 25% of the shares underlying the RSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
4. F4. 25% of the shares underlying the RSUs vested on February 22, 2025, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.
5. F5. 25% of the shares underlying the RSUs vested on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

Key Figures

Shares sold: 1,261 shares Sale price: $30.25 per share Shares from RSU exercises: 3,985 shares +3 more

6 metrics

Shares sold 1,261 shares Common stock sale on August 25, 2025 to cover tax withholding

Sale price $30.25 per share Price for 1,261 Tenable common shares sold in sell-to-cover transaction

Shares from RSU exercises 3,985 shares Total common shares received from RSU exercises reported in this Form 4

Post-transaction common shares 61,035 shares Direct Tenable common stock holdings by Anschutz Barron after reported transactions

Post-transaction RSUs 23,382 RSUs Direct restricted stock unit holdings by Anschutz Barron after reported transactions

RSU vesting percentage 25% Portion of shares underlying certain RSU grants that vest on initial February vesting dates

Key Terms

Restricted Stock Units, sell to cover, tax withholding obligations, accelerated vesting, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"shares required to be sold by the Reporting Person to cover tax withholding obligations"

accelerated vesting financial

"subject to accelerated vesting in specified circumstances"

A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

continuous service financial

"subject to the Reporting Person's continuous service with the Issuer"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Anschutz Barron report in this Form 4 for TENB?

Anschutz Barron reported exercises of RSUs into 3,985 shares of Tenable common stock and an automatic sale of 1,261 shares at $30.25 per share to fund tax withholding obligations related to those vestings.

How many Tenable (TENB) shares did the officer sell and at what price?

Barron sold 1,261 shares of Tenable common stock at $30.25 per share on August 25, 2025. The footnote states this sale was required to cover tax withholding obligations and executed as a sell-to-cover transaction, not a discretionary trade.

Were the TENB share sales by Anschutz Barron discretionary trades?

No. The Form 4 explains the 1,261-share sale was automatically executed to satisfy tax withholding obligations from RSU vesting, using a sell-to-cover mechanism. It explicitly notes this transaction does not represent a discretionary trade by Barron.

What are Anschutz Barron’s post-transaction holdings in Tenable (TENB)?

After these transactions, Barron directly holds 61,035 shares of Tenable common stock and 23,382 restricted stock units (RSUs), according to the authoritative post-transaction holdings data included with the filing summary.

How do Tenable (TENB) RSUs held by Anschutz Barron vest over time?

Each RSU is a right to receive one share of common stock. Footnotes describe grants where 25% of underlying shares vest on specific February dates, with the remaining shares vesting in equal quarterly installments over 3 years, subject to continuous service and possible accelerated vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/26/2025 - 07:37 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Anschutz Barron

(Last) (First) (Middle)

C/O TENABLE HOLDINGS, INC.

6100 MERRIWEATHER DRIVE

(Street)

COLUMBIA MD 21044

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tenable Holdings, Inc. [ TENB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/22/2025		M		1,337	A	$0	59,648	D
Common Stock	08/22/2025		M		1,258	A	$0	60,906	D
Common Stock	08/25/2025		S(1)		1,261	D	$30.25	59,645	D
Common Stock	08/25/2025		M		1,390	A	$0	61,035	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	08/22/2025		M			1,337	(3)	(3)	Common Stock	1,337	$0	8,022	D
Restricted Stock Units	(2)	08/22/2025		M			1,258	(4)	(4)	Common Stock	1,258	$0	12,580	D
Restricted Stock Units	(2)	08/25/2025		M			1,390	(5)	(5)	Common Stock	1,390	$0	2,780	D

Explanation of Responses:

1. The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Issuer common stock.

3. 25% of the shares underlying the RSUs vested on February 22, 2024, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

4. 25% of the shares underlying the RSUs vested on February 22, 2025, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

5. 25% of the shares underlying the RSUs vested on February 23, 2023, with the remainder vesting in equal quarterly installments over 3 years, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances.

Remarks:

	/s/ David Bartholomew, Attorney-in-Fact	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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